LLP registration is the new way to register a firm, different from the traditional way of registering any entity. By registering an entity in the form of LLP, investors receive various benefits like the flexibility to run a business. LLP may wish to change its name due to personal reason or upon an order from central government. When central govt. finds that the name of LLP too closely resembles an existing LLP, or the name is undesirable, can direct LLP name change.
Let’s go through the process of a Limited Liability Partnership name change by this blog;
What is the Process for LLP Name Change?
There can be different reasons to change LLP’s name like a company is into the process of merger and amalgamation, or the company is changing its business activity. However, the reason for changing the name of LLP can be different, but the process remains the same. Limited Liability Partnership Act, 2008 have laid down the process of the name change.
After the LLP name change process, it’s vital to alter the LLP name from the LLP Agreement, PAN Card, TAN Number, and GST Registration.
Following sections of LLP Act 2008, deals with the change of name;
- Directions received from the C.G. (Central Government) (Section 17 of LLP Act, 2008)
- Suo moto basis (Section 19 of LLP Act, 2008)
Directions received from Central Government: (Section 17 LLP Act, 2008)
In the case where central govt. is satisfied that an LLP has been registered under the name;
- Which is either same or nearly resembles the name of any other Limited Liability Partnership or body corporate or another name the Central Government may direct to change its name, and the LLP shall comply with the direction within 3 months after the date of the notification or any extended period which a Central Government may permit.
- Any LLP firm which fails to comply with such direction provided by the central govt. Shall be punishable with fine which shall not be less than Rs—10,000 but which may increase up to Rs. 5 Lacs.
- Further, the designated partner of such LLP will also be punished with fine, not less than Rs. 10,000, and can extend up to Rs. 1 Lac.
Suo moto basis (Section 19 of LLP Act, 2008)
Section 19 of the LLP Act, 2008, defines the process related to LLP name chang and in the LLP agreement filed with the MCA.
Hence, before LLP starts the process of the name change, one should verify whether the LLP agreement consists of the clause of an alternation. As in a few cases, LLP agreement does not have a clause of alternation regarding the name change.
LLP Name Availability
The process of name change involves deciding the new name and shall verify the name availability. Further, if the name is available, then LLP can make an application for Reservation of unique name on the MCA Portal. The name can be reserved for 3 months.
Following documents shall be attached along with the LLP name change application;
- Make an application along with the certified copy of the consent of Partner for the fresh name.
- If the name is applied under the Trademark Act, then make trademark application otherwise provide registration certificate photocopy.
- Further, make sure that the consent letter appended to the e-form also permits one of the partners to file it with the Ministry of Corporate Affairs (MCA).
LLP-5-Notice related to Change of Name
In the process of the name of Limited Liability Partnership approval, file an e-form “LLP-5” for the reason of providing notice related change in name with the ROC.
Attach the following documents in 30 days after availing the approval;
- Consent of Partners
- Notice of change of name
If ROC found satisfactory, ROC will file a fresh certificate of incorporation in the new name. The LLP name change will be effective from the date as motioned in the certificate given by ROC.
Supplementary LLP Agreement
A supplementary LLP agreement required for the availing the fresh certificate of incorporation. Here, update the name to the original LLP agreement.
Filing Supplementary LLP Agreement
Now, after receiving the fresh Certificate of Incorporation, it requires the execution of a Supplementary LLP Agreement to give effect to the change in the name.
Further, it is necessary to file supplementary LLP agreement with ROC within 30 days of execution.
It’s important to follow the procedure specified under the law to change name of the Limited Liability Partnership. Once you get approval from ROC of news name for your LLP, it is equally important to inform all the stakeholder of an LLP about the name change.